Notice of Redemption and Withdrawal of Class of Securities from Listing on the NYSE

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Apr 06, 2012, 01:23 ET

ST. LOUIS, April 6, 2012 /PRNewswire/ -- On April 6, 2012, Medco Health Solutions, Inc., a wholly owned subsidiary of Express Scripts Holding Company (NASDAQ: ESRX), issued a notice of redemption to the holders of its 7.25% Senior Notes due August 15, 2013 (Cusip No. 58405UAC6) (the "Notes"), which were issued under the Indenture, dated as of August 12, 2003, between Medco and U.S. Bank Trust National Association, as trustee. As indicated in the notice of redemption, Medco intends to redeem the Notes, pursuant to the optional redemption provisions of the Indenture, on May 7, 2012. The redemption of the Notes, which is expected to be financed by Express Scripts, primarily from cash on hand, is consistent with Express Scripts' previously announced plans to de-lever following the completion of the Medco acquisition.

On April 6, 2012, Medco notified the NYSE of its intention to withdraw the Notes from listing on the NYSE. Such withdrawal is being effected in connection with the redemption of the Notes discussed above. In accordance with applicable U.S. securities laws, Medco intends to file a Form 25 with the U.S. Securities and Exchange Commission to notify the Commission of its withdrawal of the Notes from listing on the NYSE and its intention to withdraw the Notes from registration under Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended. Medco has not arranged for listing and/or registration of the Notes on another national securities exchange or for quotation of the Notes in a quotation medium.

About Express Scripts
Express Scripts is leading the way toward creating better health and value for patients through Consumerology®, the advanced application of the behavioral sciences to healthcare. This approach is helping millions of members realize greater healthcare outcomes and lowering cost by assisting in influencing their behavior.

Headquartered in St. Louis, Express Scripts provides integrated pharmacy benefit management services including network-pharmacy claims processing, home delivery services, specialty benefit management, benefit-design consultation, drug-utilization review, formulary management, and medical and drug data analysis services. The company also distributes a full range of biopharmaceutical products and provides extensive cost-management and patient-care services.

More information can be found at www.express-scripts.com.

EXPRESS SCRIPTS FORWARD LOOKING STATEMENTS

Cautionary Note Regarding Forward-Looking Statements

This material may include forward-looking statements, both with respect to us and our industry, that reflect our current views with respect to future events and financial performance. Statements that include the words "expect," "intend," "plan," "believe," "project," "anticipate," "will," "may," "would" and similar statements of a future or forward-looking nature may be used to identify forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties, many of which are beyond our control. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements. We believe that these factors include, but are not limited to, the following:

STANDARD OPERATING FACTORS

our ability to remain profitable in a very competitive marketplace is dependent upon our ability to attract and retain clients while maintaining our margins, to differentiate our products and services from others in the marketplace, and to develop and cross sell new products and services to our existing clients
our failure to anticipate and appropriately adapt to changes in the rapidly changing healthcare industry
changes in applicable laws or regulations, or their interpretation or enforcement, or the enactment of new laws or regulations, which apply to our business practices (past, present or future) or require us to spend significant resources in order to comply
changes to the healthcare industry designed to manage healthcare costs or alter healthcare financing practices
the termination, or an unfavorable modification, of our relationship with one or more key pharmacy providers, or significant changes within the pharmacy provider marketplace
our failure to execute on, or other issues arising under, certain key client contracts
changes relating to our participation in Medicare Part D, the loss of Medicare Part D eligible members, or our failure to otherwise execute on our strategies related to Medicare Part D
our failure to effectively execute on strategic transactions, or to integrate or achieve anticipated benefits from any acquired businesses
the impact of our debt service obligations on the availability of funds for other business purposes, and the terms and our required compliance with covenants relating to our indebtedness
a failure in the security or stability of our technology infrastructure, or the infrastructure of one or more of our key vendors, or a significant failure or disruption in service within our operations or the operations of such vendors
the termination, or an unfavorable modification, of our relationship with one or more key pharmaceutical manufacturers, or the significant reduction in payments made or discounts provided by pharmaceutical manufacturers
changes in industry pricing benchmarks
results in pending and future litigation or other proceedings which would subject us to significant monetary damages or penalties and/or require us to change our business practices, or the costs incurred in connection with such proceedings or could impair our ability to fully integrate acquired businesses
our failure to attract and retain talented employees, or to manage succession and retention for our Chief Executive Officer or other key executives
other risks described from time to time in our filings with the SEC